Filed Pursuant to Rule 424(b)(4)
Registration No. 333-269618
PROSPECTUS
1,833,334 issuable upon exercise of outstanding
warrants sold in private placements,
offered by the Selling Shareholders
of
Antelope Enterprise Holdings, Ltd.
This prospectus relates to
the offer and sale of up to 1,666,667 ordinary shares, par value $0.024 each, issuable upon the exercise of certain warrants at an exercise
price of $0.80 per share (the “Investor Warrants”) and 166,667 ordinary shares issuable upon the exercise of certain warrants
at an exercise price of $0.75 per share (the “Placement Agent Warrants”, together with the Investor Warrants, the “Warrants”).
Our ordinary shares are issuable upon exercise of these warrants which are currently held by certain Selling Shareholders named in this
prospectus. We issued the Warrants in connection with the public offering of 1,666,667 ordinary shares pursuant to the prospectus supplement
to the registration statement on the F-3 (File No. 333-260958), dated September 30, 2022. The shares issuable upon exercise
of such Warrants may be offered for sale from time to time by the Selling Shareholders. We will receive proceeds from any exercises of
the above warrants, but not from the sale of the underlying ordinary shares.
The Selling Shareholders
may sell any or all of the shares on any stock exchange, market or trading facility on which the Shares are traded or in privately negotiated
transactions at fixed prices that may be changed, at market prices prevailing at the time of sale or at negotiated prices. Information
on the Selling Shareholders and the times and manners in which they may offer and sell our shares is described under the sections entitled
“Selling Shareholders” and “Plan of Distribution” in this prospectus. While we will bear all costs, expenses
and fees in connection with the registration of the Shares, we will not receive any of the proceeds from the sale of our shares by the
Selling Shareholders.
The PCAOB announced on
December 16, 2021 that it had determined that it was unable to inspect or investigate completely Centurion ZD CPA & Co.,
which audited the Company’s financial statements included in our Annual Report on Form 20-F for year ended December 31,
2021. On May 9, 2022, the SEC provisionally identified the Company as a Commission-Identified Issuer on the SEC’s website
at www.sec.gov/HFCAA. That provisional identification became final on May 31, 2022. The Holding Foreign Companies Accountable Act
(HFCAA) states that if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not
been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit our shares from being traded
on a national securities exchange or in the over the counter trading market in the United States. On June 22, 2021, the U.S. Senate
passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), and if it were enacted, would require foreign
companies to comply with the PCAOB audits within two consecutive years instead of three consecutive years, which would reduce the time
before our securities may be prohibited from trading or be delisted. On December 29, 2022, a legislation entitled “Consolidated
Appropriations Act, 2023” (the “Consolidated Appropriations Act”), was signed into law by President Biden. The Consolidated
Appropriations Act contained, among other things, an identical provision to AHFCAA, which reduces the number of consecutive non-inspection
years required for triggering the prohibitions under the HFCA Act from three years to two.
On August 26, 2022,
the China Securities Regulatory Commission, the Ministry of Finance of the PRC (the “MOF”), and the PCAOB signed a Statement
of Protocol (the “Protocol”), governing inspections and investigations of audit firms based in mainland China and Hong Kong,
taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered
in mainland China and Hong Kong. Pursuant to the fact sheet with respect to the Protocol disclosed by the U.S. Securities and Exchange
Commission (the “SEC”), the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation
and has the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB Board determined that the PCAOB
was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and
Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail
to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination. In the event
it is later determined that the PCAOB is unable to inspect or investigate completely our auditor, then such lack of inspection could
cause trading in our securities to be prohibited under the HFCA Act, and ultimately result in a determination by a securities exchange
to delist our securities.
Our shares are currently
traded on the Nasdaq Stock Market under the symbol “AEHL”. On February 15, 2023, the closing price for our shares on Nasdaq
was $0.85 per share.
As of February 2, 2023, the
aggregate market value of the voting and non-voting common equity held by non-affiliates, computed by reference to the price at which
the common equity was last sold on February 2, 2023 at $1.09, was $8,057,019.49, based on 13,060,650 outstanding ordinary shares as of
such date, of which 7,351,867 were held by non-affiliates. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we
sell securities in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so
long as our public float remains below $75.0 million. During the 12 calendar months prior to and including the date of this prospectus,
we have sold $1,000,000.20 pursuant to General Instruction I.B.5 of Form F-3.
In the prospectus, Antelope
Enterprise Holdings Limited is referred to as “Antelope Enterprise.” We refer to our subsidiaries as follows: Success Winner
Limited, a British Virgin Islands company and a wholly owned subsidiary, is referred to as “Success Winner,” Stand Best Creation
Limited, a Hong Kong company and wholly owned subsidiary of Success Winner, is referred to as “Stand Best,” Jinjiang Hengda
Ceramics Co., Ltd., a wholly-owned PRC subsidiary of Stands Best, is referred to as “Hengda,” Jiangxi Hengdali Ceramics
Material Co., Ltd., a wholly-owned PRC subsidiary of Hengdais referred to as “Hengdali,” Antelope Enterprise (HK) Holdings
Limited, a Hong Kong company and wholly owned subsidiary of Success Winner, is referred to as “Antelope (HK),” Antelope Holdings
(Chengdu) Co., Ltd., a wholly-owned PRC subsidiary of Antelope (HK) , is referred to as “Antelope (Chengdu),” Vast Elite
Limited, a Hong Kong company and wholly owned subsidiary of Success Winner, is referred to as “Vast Elite,” Chengdu Future
Talented Management and Consulting Co., Ltd. , a wholly-owned PRC subsidiary of Vast Elite, is referred to as “Chengdu Future”
and our 51% owned subsidiary, Hainan Kylin Cloud Services Technology Co., Ltd, is referred
to as “KylinCloud”. This information is provided to clarify our disclosure as it relates to the various entities in our corporate
structure. Currently, we have four indirectly held subsidiaries in mainland China. Hengda and Hengdali, both of which manufacture ceramic
titles; Antelope Chengdu which is engaged in computer consulting and software development; and Chengdu Future which is engaged in business
management and consulting services; and KylinCloud, which is engaged in online social commerce and live streaming.
Antelope Enterprise, our
ultimate British Virgin Islands holding company, does not have any substantive operations other than indirectly holding the equity interest
in our operating subsidiaries in China and other countries and regions. As of the date of this prospectus, (i) Antelope Enterprise’s
business operations are carried out inside China; and (ii) it does not maintain any variable interest entity structure or operate
any data center in China. Antelope Enterprise may still be subject to PRC laws relating to, among others, data security and restrictions
over foreign investments due to the complexity of the regulatory regime in China, and the recent statements and regulatory actions by
the PRC government relating to data security may affect our business operations in China or even our ability to offer securities in the
United States. Neither Antelope Enterprise nor any of our subsidiaries has obtained the approval from either the China Securities Regulatory
Commission (the “CSRC”) or the Cyberspace Administration of China (the “CAC”) for any offering we or the selling
shareholders may make under this prospectus and any applicable prospectus supplement, and Antelope Enterprise does not intend to obtain
the approval from either the CSRC in connection with any such offering, since Antelope Enterprise does not believe that such approval
is required under these circumstances or for the time being. There can be no assurance, however, that regulators in China will not take
a contrary view or will not subsequently require us to undergo the approval procedures and subject us to penalties for non-compliance.
See “Risk Factors—Risks Related to Doing Business in China.”
Recent statements and regulatory
actions by the Chinese government have targeted those companies whose operations involves cross-border data security or anti-monopoly
concerns.
With regard to
data security, China promulgated several important laws recently. Among them, on June 10, 2021, China promulgated the PRC Data Security
Law ("DSL"), which became effective on September 1, 2021. The legislative intent for this law mainly includes regulating
data processing activities, ensuring data security, promoting data development and utilization, protecting the data-related legitimate
rights and interests of individuals and organizations, and safeguarding national sovereignty, security and development interests. Article 36
provides that any Chinese entity that provides data to foreign judicial or law enforcement agencies (regardless of whether directly or
through a foreign entity) without approval from the Chinese authority would likely be deemed to be in violation of DSL. In addition,
pursuant to Article 2 of Measures for Cybersecurity Reviews (the “Measures”), the procurement of any network product
or service by an operator of critical information infrastructure that affects or may affect national security shall be subjected to a
cybersecurity review under the Measures. Pursuant to Article 35 of Cybersecurity Law of the People's Republic of China, where “critical
information infrastructure operators” purchase network products and services, which may influence national security, the operators
are required to be subjected to a cybersecurity review. Our subsidiaries, Hengda and Hengdali, are manufacturers of ceramic tiles and
they do not operate any critical information infrastructure. In terms of our remaining three Chinese subsidiaries, two of them, Antelope
Chengdu and Antelope Futures are engaged in computer consulting and software development, and our 51% owned subsidiary, KylinCloud, is
engaged in online social commerce and live streaming, and none of these subsidiaries operate any critical information infrastructure.
As a result, we do not believe that these new legal requirements are applicable to our subsidiaries. However, the exact scope of the
term “critical information infrastructure operator” remains unclear, so there can be no assurance that our subsidiaries will
not be subjected to critical information infrastructure operator review in the future. Furthermore, in the event that Antelope Chengdu,
Antelope Future or KylinCloud become operators of critical information infrastructure in the future they may be subjected to the above-described
regulation.
With regard to
anti-monopoly, Article 3 of Anti-Monopoly Law of the People's Republic of China (the “Anti-Monopoly Law”) prohibits
"monopolistic practices," which include: a) the conclusion of monopoly agreements between operators; b) the abuse of dominant
market position by operators; and c) concentration of undertakings which has or may have the effect of eliminating or restricting market
competition. Also, according to Article 19 of the Anti-Monopoly Law, the operator(s) will be assumed to have a dominant market
position if the following apply: a) an operator has 50% or higher market share in a relevant market; b) two operators have 66% or higher
market share in a relevant market; c) three operators have 75% or higher market share in a relevant market. We believe that none of our
subsidiaries in China has engaged in any monopolistic practices in China, and that recent statements and regulatory actions by the Chinese
government do not impact our ability to conduct business, accept foreign investments, or list on a U.S. or other foreign stock exchange.
However, there can be no assurance that regulators in China will not promulgate new laws and regulations or adopt new series of interpretations
or regulatory actions which may require our Chinese subsidiaries to meet new requirements on the issues mentioned above. See “Risk
Factors—Risks Related to Doing Business in China.”
In general, rules and regulations
in China can change quickly with little advance notice, creating substantial uncertainty. Changes in the PRC legal system may adversely
affect our business and operation. See “Risk Factors—Risks Related to Doing Business in China.”
Cash transfers within our
organization are effected by means of bank wires. For example, if a subsidiary needs a cash advance for working capital needs, management
will decide which entity in our organization will loan the required cash to that subsidiary, and we will cause Antelope Enterprise or
one of our subsidiaries to make the loan. The proceeds of the loan will be wired to the borrower subsidiary and will be recorded on our
books as ‘Inter-Company due.’ Such loan amounts are eliminated in our consolidated financial statements. Cash transferred
outside of our organization to satisfy our obligations to third parties are also effected via wire transfer. We have no current plans
to distribute earnings. No dividends or distributions have been made during the three years preceding the date of this Prospectus. The
enforceability and treatment of the intercompany agreements within our organization, including the intercompany loan agreements described
above used in connection with intercompany cash transfers, have not been tested in court. For further information regarding cash transfers
within our organization please see our Consolidated Financial Statements for the years ended December 31, 2021, 2020 and 2019, and
the information on segment reporting in the notes thereto, located in our Annual Report on Form 20-F for the fiscal year ended December 31,
2021 filed with the SEC on May 2, 2022.
We may amend or supplement
this prospectus from time to time by filing amendments or supplements as required.
Investing in our securities
involves risks. See “Risk Factors” beginning on page 4 of this prospectus.
Neither the Securities
and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
Prospectus dated February 16, 2023
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of
a registration statement that we filed with the Securities and Exchange Commission. Under this registration process, the selling shareholders
may from time to time sell up to 1,833,334 ordinary shares in one or more offerings. This prospectus provides you with a general description
of the securities that our selling shareholders may offer. Specific information about the offering may also be included in a prospectus
supplement, which may update or change information included in this prospectus. You should read both this prospectus and any prospectus
supplement together with additional information described under the heading “Where You Can Find More Information.”
You should rely only on the
information contained in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by or
on our behalf. Neither we, nor the selling shareholders, have authorized any other person to provide you with different or additional
information. Neither we, nor the selling shareholders, take responsibility for, nor can we provide assurance as to the reliability of,
any other information that others may provide. The selling shareholders are not making an offer to sell these securities in any jurisdiction
where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus
or such other date stated in this prospectus, and our business, financial condition, results of operations and/or prospects may have
changed since those dates.
Except as otherwise set forth
in this prospectus, neither we nor the selling shareholders have taken any action to permit a public offering of these securities outside
the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United
States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering
of these securities and the distribution of this prospectus outside the United States.
Certain Defined Terms and Conventions
Unless otherwise indicated,
references in this prospectus to:
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“China” or the “PRC” are to the
People’s Republic of China, excluding, for the purpose of this prospectus only, Taiwan and the special administrative regions
of Hong Kong and Macau. |
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“RMB” and “Renminbi” are to the legal currency
of China (see “Exchange Rate Information” for translations of RMB into U.S. dollars in this prospectus). This prospectus
contains translations of certain RMB amounts into U.S. dollar amounts at specified rates. We make no representation that the RMB
or U.S. dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars or RMB, as the case
may be, at any particular rate or at all (also see “Risk Factors”). On January 31, 2023, the exchange rate was RMB
6.7604 to US$1.00. |
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“shares” are to our shares, par value US$0.024 per share. |
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“US$” and “U.S. dollars” are to the legal currency
of the United States. |
PROSPECTUS SUMMARY
Our Business
Antelope Enterprise Holdings
Ltd. engages in business management, information systems consulting, and online social commerce and live streaming with a legacy ceramic
tile manufacturing business in China.
The ceramic tiles manufacture
red by two of our subsidiaries, namely, Jinjiang Hengda Ceramics Co., Ltd. (“Jinjiang Hengda”) and Jiangxi Hengdali
Ceramic Materials Co., Ltd. (“Jiangxi Hengdali”), are used for exterior siding and for interior flooring and design
in residential and commercial buildings. The ceramic tiles, sold under the “HD” or “Hengda,” brands are available
in over two thousand styles, colors and size combinations. Currently, we have five principal product categories: porcelain tiles, glazed
tiles, glazed porcelain tiles, rustic tiles, and polished glazed tiles. Ceramic tiles are widely used in the PRC as a construction material
for residential and commercial buildings. Ceramic tiles are used for flooring, interior walls for decorative purposes and on exterior
siding due to their resistance to temperature, extreme environments, erosion, abrasion and discoloration for extended periods of time.
Our manufacturing facilities, operated by Jinjiang Hengda, are located in Jinjiang, Fujian Province, and our manufacturing facilities,
operated by Jiangxi Hengdali, are located in Gaoan, Jiangxi Province. We have begun to execute on a corporate diversification strategy
by incorporating new subsidiaries which are mainly engaged in trending technology businesses in China. These include business management
and consulting including human resource restructuring and optimization, information system technology consulting services including the
sales of software use rights for digital data deposit platforms and asset management systems, and an online social media platform including
live streaming and e-commence platform development and consulting. Two of our new subsidiaries, Chengdu Future and Antelope Chengdu,
made a modest contribution to our financial performance for the year ended December 31, 2020, and KylinClouds, Antelope Chengdu and Chengdu
Future jointly made a significant contribution to our financial performance for the fiscal year ended December 31, 2021 and for
the six months ended June 30, 2022.
Chengdu Future Talented Management
and Consulting Co., Ltd (“Chengdu Future”), located in Chengdu, Sichuan Province, engages in a wide range of business consultancy
services. Its main focus is to provide comprehensive consulting services in the areas of enterprise management, information systems,
human resource management and operations engineering. It helps enterprises to develop and implement innovative solutions to enable their
growth, improve their performance and efficiency and to resolve technical pain points to ensure their financial and operational stability.
Chengdu Future plans to continue to expand the scope of its services and penetrate new markets across China.
Antelope Holdings (Chengdu)
Co., Ltd., (“Antelope Chengdu”), located in Chengdu, Sichuan Province, engages in management consulting services including
system process consulting, project analysis, financial analysis, and software products and services. It diagnoses difficulties in infrastructure
and enterprise systems and addresses business challenges that enterprises confront by developing strategies to surmount such hurdles
to ensure the healthy growth and development of its client companies. Its consulting teams have advanced technological knowledge and
capabilities to implement workflow solutions via proprietary software products and services to help its enterprise clients with customized
solutions to solve complex problems. Antelope Chengdu plans to continue to expand the scope of its services and penetrate new markets
across China.
Hainan Kylin Cloud Services
Technology Co., Ltd (“KylinCloud”), headquartered in Hainan Province, is an SAAS service platform that engages in online
social media platforms, including a live streaming and e-commence platform that matches anchors and influencers with consumer brand companies.
Its online presence also includes a human resources platform that matches enterprises with a wide range of freelance workers and entrepreneurs.
It is a leader in online employment matching, including technical, professional and industrial supply chain job candidates, and replaces
the traditional human resource structure. Its online platform also provides entrepreneurial business consulting, skills training, resources
for self-employment, counseling, compensation payment system services and other financial services. The KylinCloud online employment
platform is designed to save enterprises significant costs in recruiting and hiring and covers 32 provinces in the PRC. KylinCloud also
operates social e-commerce platforms such as Yunji E-Commerce, Leke Unicorn, Douyin Live, KK Live, and others. It currently operates
as a multi-channel network, or influencer network, that works with live streaming video platforms to make their programming, partnerships
digital rights, revenue and monetization effective. It plans to continue to expand its live streaming online platform by developing an
array of professional anchor broadcasters, as well as discover and provide amateur anchors with training services, who would provide
value-added content and services. Its growth plans include entry into digital entertainment such as video games, computer hardware digital
products and e-sports.
Corporate Information
Our principal executive office
is located at Room 1802, Block D, Zhonghai International Center, Hi- Tech Zone, Chengdu, Sichuan, People’s Republic of China. Our
telephone number at this address is +86 28 8532 4355. Our registered office is Craigmuir Chambers, Road Town, Tortola, British Virgin
Islands, and our registered agent is Harneys Corporate Services Limited. Our agent for service of process in the United States is Puglisi &
Associates, located at 850 Library Avenue, Suite 204, Newark, Delaware 19711. We maintain a website at http://www.aehlt-kylin.com
that contains information about our company. Information on this website is not part of this prospectus.
Risks Factors
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Recent regulatory
developments in China may subject us to additional regulatory review and disclosure requirement, expose us to government interference,
or otherwise restrict our ability to offer securities and raise capital outside China, all of which could materially and adversely
affect our business and the value of our securities. |
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Our Ordinary Shares may
be delisted under the HFCA Act if the PCAOB is unable to inspect our auditors with presence in China, and the delisting of our Ordinary
Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. |
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The PRC government has significant
influence over companies with China-based operations by enforcing existing rules and regulation, adopting new ones, or changing
relevant industrial policies in a manner that may materially increase our compliance cost, change relevant industry landscape or
otherwise cause significant changes to our business operations in China, which could result in material and adverse changes in our
operations and cause the value of our securities to significantly decline or be worthless. |
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We rely on offerings
of our securities in the United States capital markets to fund our working capital needs. In the future, the approval of the Chinese
Government may be required in order for us to offer our securities in the United States. We cannot predict whether we will be able
to obtain such approval. Our failure to obtain or maintain any requisite approvals would have a material adverse effect on our ability
to continue as a going concern, and could result in a loss of your entire investment. |
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Rules and regulations
in China can change quickly, with little advance notice, creating substantial uncertainty. Changes in the PRC legal system may adversely
affect our business and operations. See “Risk Factors—Risks Related to Doing Business in China.” |
RISK FACTORS
Any investment in the shares
is speculative and involves a high degree of risk. Before making an investment decision, you should carefully consider the risks described
under “Risk Factors” in our most recent Annual Report on Form 20-F, or any updates in our reports on Form 6-K,
together with all of the other information appearing in, or incorporated by reference into, this prospectus and any applicable prospectus
supplement. The risks so described are not the only risks facing our company. Additional risks not presently known to us or that we currently
deem immaterial may also impair our business operations. Our business, financial condition and results of operations could be materially
adversely affected by any of these risks. The trading price of our securities could decline due to any of these risks, and you may lose
all or part of your investment.
Risks Related to the Offering
Our shares may be delisted under the HFCA
Act if the PCAOB is unable to inspect our auditor, which is located in Hong Kong, and the delisting of our shares, or the threat of their
being delisted, may materially and adversely affect the value of your investment.
The Holding Foreign Companies
Accountable Act was enacted on December 18, 2020. The HFCA Act states that if the SEC determines that we have filed audit reports
issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning
in 2021, the SEC shall prohibit our shares from being traded on a national securities exchange or in the over the counter trading market
in the United States. On December 2, 2021, the SEC adopted final amendments to its rules implementing the HFCAA. Such amendments
require certain SEC registrants to submit documentation and make disclosures required under the HFCAA. In addition, the final amendments
also establish procedures that the SEC follows in (i) determining whether a registrant is a “Commission-Identified Issuer”
and (ii) prohibiting the trading on U.S. securities exchanges and in the over-the-counter market of securities of a “Commission-Identified
Issuer” under the HFCAA. The final amendments became effective on January 10, 2022. Our financial statements contained in
the annual report on Form 20-F for the year ended December 31, 2021 have been audited by Centurion ZD CPA & Co., an
independent registered public accounting firm that is headquartered in Hong Kong. Centurion ZD CPA & Co., is a firm registered
with the PCAOB, and is required by the laws of the U.S. to undergo regular inspections by the PCAOB to assess its compliance with the
laws of the U.S. and professional standards. However, because our auditor is based in Hong Kong, the PCAOB announced on December 16,
2021 that it had issued its report notifying the SEC of its determination that it is unable to inspect or investigate completely accounting
firms headquartered in mainland China or Hong Kong. With respect to our Company, the PCAOB reported that it was unable to inspect or
investigate our auditor, Centurion ZD CPA & Co., which audited the Company’s financial statements included in our Annual
Report on Form 20-F for year ended December 31, 2021 and which is located in Hong Kong. On May 9, 2022, the SEC provisionally
identified the Company as a Commission-Identified Issuer on the SEC’s website at www.sec.gov/HFCAA That provisional identification
became final on May 31, 2022.
On June 22, 2021, the
U.S. Senate passed the Accelerating Holdings Foreign Companies Accountable Act which, if passed by the U.S. House of Representatives
and signed into law, would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA
Act from three years to two, thus reducing the time before our securities may be prohibited from trading or delisted. On December 29,
2022, a legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”),
was signed into law by President Biden. The Consolidated Appropriations Act contained, among other things, an identical provision to
AHFCAA, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from
three years to two.
On August 26, 2022,
the China Securities Regulatory Commission, the Ministry of Finance of the PRC (the “MOF”), and the PCAOB signed a Statement
of Protocol (the “Protocol”), governing inspections and investigations of audit firms based in mainland China and Hong Kong,
taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered
in mainland China and Hong Kong. Pursuant to the fact sheet with respect to the Protocol disclosed by the U.S. Securities and Exchange
Commission (the “SEC”), the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation
and has the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB Board determined that the PCAOB
was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and
Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail
to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination. In the event
it is later determined that the PCAOB is unable to inspect or investigate completely our auditor, then such lack of inspection could
cause trading in our securities to be prohibited under the HFCA Act, and ultimately result in a determination by a securities exchange
to delist our securities.
The Warrants may not have value
The Warrants have an exercise
price of $0.80 per share. In the event that our ordinary shares does not exceed the exercise price of the Warrants during the period
when such warrants are exercisable, such warrants may not have any value.
Holders of our Warrants will have no rights
as shareholders until they acquire shares of our ordinary shares, if ever.
The holders of the Warrants
have no rights with respect to our ordinary shares until they acquire shares upon exercise of such Warrants. Upon such exercise, they
will be entitled to exercise the rights of a holder of ordinary shares only as to matters for which the record date occurs after the
exercise date.
There
is no public market for the Warrants being offered by us in this offering and an active trading market for the same is not expected to
develop.
There is no established public
trading market for the Warrants being offered in this offering, and we do not expect a market to develop. Without an active market, the
liquidity of the Warrants will be severely limited.
Risks Related to Doing Business in China
The approval of the CSRC, and other compliance
procedures may be required in connection with any offering we or the selling shareholders may make and, if required, we cannot predict
whether we will be able to obtain such approval.
Antelope Enterprise, our
ultimate British Virgin Islands holding company, does not have any substantive operations other than indirectly holding the equity interest
in our operating subsidiaries in China and other countries and regions. As of the date of this prospectus, (i) our business operations
are carried out inside China; and (ii) we do not maintain any variable interest entity structure or operate any data center in China.
We may still be subject to PRC laws relating to, among others, data security and restrictions over foreign investments due to the complexity
of the regulatory regime in China, and the recent statements and regulatory actions by the PRC government relating to data security may
affect our business operations in China or even our ability to offer securities in the United States. Neither we nor any of our subsidiaries
has obtained the approval from either the China Securities Regulatory Commission (the “CSRC”) or the Cyberspace Administration
of China (the “CAC”) for any offering we or the selling shareholders may make under this prospectus and any applicable prospectus
supplement, and we do not intend to obtain the approval from either the CSRC in connection with any such offering, since we do not believe
that such approval is required under these circumstances or for the time being. There can be no assurance however, that regulators in
China will not take a contrary view or will not subsequently require us to undergo the approval procedures and subject us to penalties
for non-compliance. The approval of the CSRC, and other compliance procedures may be required in connection with any offering we or the
selling shareholders may make and, if required, we cannot predict whether we will be able to obtain such approval.
We rely on offerings of our securities
in the United States capital markets to fund our working capital needs. In the future, the approval of the Chinese government may be
required in order for us to offer our securities in the United States. We cannot predict whether we will be able to obtain such approval.
Our failure to obtain or maintain any requisite approvals would have a material adverse effect on our ability to continue as a going
concern, and could result in a loss of your entire investment.
Pursuant to prevailing Chinese
laws and regulations, currently we believe that we are not required to obtain any approvals to offer securities to investors outside
of China and we have never received any notice informing us that we are required to obtain such approvals in China. Although we are not
obligated to obtain any Chinese governmental approvals with respect to offering securities in the United States under prevailing laws
and regulations, we cannot predict whether we will be required to obtain approvals relating to the offering securities to investors outside
of China or whether we will be able to obtain such approvals in the future. Recently, on July 6, 2021, the General Office of the
CPC Central Committee and the General Office of the State Council promulgated Opinions on Lawfully and Severely Combating Illegal Securities
Activities (the “Opinions”). The Opinions emphasize and require the strengthening of the supervision by the Chinese government
of securities issued by entities operating in China (so-called China concept stocks) and listed on a securities exchange outside of China,
which means Chinese government will take aggressive measures to address the risks relating to China concept stocks and to promote the
construction of the relevant regulatory systems. Moreover, in particular, the Chinese government is preparing to amend the Special Provisions
of the State Council on Offering and Listing abroad by Companies limited by Shares (the “Special Provisions”) that became
effective on August 4, 1994. The Special Provisions stipulate that those China-based companies planning to offer securities and
to be listed on a securities exchange outside of China must obtain approval from the Securities Committee of the State Council. However,
the Special Provisions exclude non-China companies with business operations in China. In light of ongoing trend in the Chinese government
to increase the regulation of China-based companies that have been listed or seek to be listed in capital markets outside of China, we
may be required to obtain approvals before offering securities to investors outside of China in the future. We cannot predict whether
we will be able to obtain such approval with respect to offerings of securities in the United States. We rely on offerings of our securities
in the United States capital markets to fund our working capital needs. Our failure to obtain or maintain any requisite approvals would
have a material adverse effect on our ability to continue as a going concern, and could result in a loss of your entire investment.
Recent regulatory developments in China
may subject us to additional regulatory review and disclosure requirement, expose us to government interference, or otherwise restrict
our ability to offer securities and raise capitals outside China, all of which could materially and adversely affect our business and
the value of our securities.
In light of the recent statements
by the Chinese government indicating its intention to exert more oversight and control over overseas offerings of China-based companies
and the proposed CAC review for certain data processing operators in China, we may adjust our business operations in the future, to comply
with PRC laws regulating our industry and our business operations. However, such efforts may not be completed in a liability-free manner
or at all. We cannot guarantee that we will not be subject to PRC regulatory inspection and/or review relating to cybersecurity, especially
when there remains significant uncertainty as to the scope and manner of the regulatory enforcement. If we become subject to regulatory
inspection and/or review by the CAC or other PRC authorities, or are required by them to take any specific actions, it could cause suspension
or termination of the future offering of our securities, disruptions to our operations, result in negative publicity regarding our company,
and divert our managerial and financial resources. We may also be subject to fines or other penalties, which could materially and adversely
affect our business, financial condition, and results of operations.
We may be subject to PRC
laws relating to, among others, data security and restrictions over foreign investments in value-added telecommunications services and
other industry sectors set out in the Special Administrative Measures (Negative List) for the Access of Foreign Investment (2020 Edition).
Specifically, we may be subject to PRC laws relating to the collection, use, sharing, retention, security, and transfer of confidential
and private information, such as personal information and other data. These PRC laws apply not only to third-party transactions, but
also to transfers of information between us and our wholly foreign-owned enterprises in China, and other parties with which we have commercial
relations. These PRC laws and their interpretations and enforcement continue to develop and are subject to change, and the PRC government
may adopt other rules and restrictions in the future.
The recent regulatory developments
in China, in particular with respect to restrictions on China-based companies raising capital offshore, and the government-led cybersecurity
reviews of certain companies with variable-interest entity (“VIE”) structure, may lead to additional regulatory review in
China over our financing and capital raising activities in the United States. Pursuant to the PRC Cybersecurity Law, which was promulgated
by the Standing Committee of the National People’s Congress on November 7, 2016 and took effect on June 1, 2017, personal
information and important data collected and generated by a critical information infrastructure operator in the course of its operations
in China must be stored in China, and if a critical information infrastructure operator purchases internet products and services that
affect or may affect national security, it should be subject to cybersecurity review by the Cyberspace Administration of China (the “CAC”).
The PRC Cybersecurity Law also establishes more stringent requirements applicable to operators of computer networks, especially to operators
of networks which involve critical information infrastructure. The PRC Cybersecurity Law contains an overarching framework for regulating
Internet security, protection of private and sensitive information, and safeguards for national cyberspace security and provisions for
the continued government regulation of the Internet and content available in China. The PRC Cybersecurity Law emphasizes requirements
for network products, services, operations and information security, as well as monitoring, early detection, emergency response and reporting.
Due to the lack of further interpretations, the exact scope of “critical information infrastructure operator” remains unclear.
On July 10, 2021, the
CAC publicly issued the Cybersecurity Review Measures (the “Draft Measures”) for public comments until July 25, 2021.
According to the Draft Measures, the scope of cybersecurity reviews is extended to data processing operators engaging in data processing
activities that affect or may affect national security. The Draft Measures further requires that any operator applying for listing on
a foreign exchange must go through cybersecurity review if it possesses personal information of more than one million users. According
to the Draft Measures, a cybersecurity review assesses potential national security risk that may be brought about by any procurement,
data processing, or overseas listing. The review focuses on several factors, including, among others, (1) the risk of theft, leakage,
corruption, illegal use or export of any core or important data, or a large amount of personal information, and (2) the risk of
any critical information infrastructure, core or important data, or a large amount of personal information being affected, controlled
or maliciously exploited by a foreign government after a company is listed overseas. While the Draft Measures have been released for
consultation purposes, there is still uncertainty regarding the final content of the Draft Measures, its adoption timeline or effective
date, its final interpretation and implementation, and other aspects.
Furthermore, the Standing
Committee of the National People’s Congress passed the Personal Information Protection Law of the PRC (“PIPL”), which
will become effective from November 1, 2021, and requires general network operators to obtain a personal information protection
certification issued by recognized institutions in accordance with the CAC regulation before such information can be transferred out
of China.
On July 30, 2021, in
response to the recent regulatory developments in China and actions adopted by the PRC government, the Chairman of the SEC issued a statement
requesting additional disclosures from offshore issuers with China-based operating companies before their registration statements will
be declared effective, including detailed disclosure related to VIE structures and whether the VIE and the issuer, when applicable, received
or were denied permission from the PRC authorities to list on U.S. exchanges and the risks that such approval could be denied or rescinded.
On August 1, 2021, the
CSRC stated that it had taken note of the new disclosure requirements announced by the SEC regarding the listings of Chinese companies
and the recent regulatory development in China, and that the securities regulators in both countries should strengthen communications
on regulating China-related issuers. Our PRC legal counsel, All Bright Law Offices, has advised us that, in light of our business operations,
we should not be required to undergo the CAC review for any offering that we or the selling shareholders may make. However, if the enacted
version of the Draft Measures mandates clearance of cybersecurity review and other specific actions to be completed by companies aiming
to offer securities outside China, we cannot assure you that the PRC regulatory authorities will not take a contrary view or will not
subsequently require us to undergo the approval procedures and subject us to penalties for non-compliance, or that if we are required
to obtain such clearance, such clearance can be timely obtained, or at all. If we become subject to cybersecurity inspection and/or review
by the CAC or other PRC authorities or are required by them to take any specific actions, it could cause suspension or termination of
the future offering of our securities, including offerings under this registration statement, disruptions to our operations, result in
negative publicity regarding our company, and divert our managerial and financial resources. We may also be subject to significant fines
or other penalties, which could materially and adversely affect our business, financial condition and results of operations. Furthermore,
in the event that Antelope Chengdu, Antelope Future or KylinCloud become operators of critical information infrastructure in the future
they (and Antelope Enterprise) may be subjected to the above-described regulation.
The PRC government has significant influence
over companies with China-based operations by enforcing existing rules and regulation, adopting new ones, or changing relevant industrial
policies in a manner that may materially increase our compliance cost, change relevant industry landscape or otherwise cause significant
changes to our business operations in China, which could result in material and adverse changes in our operations and cause the value
of our securities to significantly decline or be worthless.
Our operations are located
entirely within China. The PRC government has significant influence over the China-based operations of any company by allocating resources,
providing preferential treatment to particular industries or companies, or imposing industry-wide policies on certain industries. The
PRC government may also amend or enforce existing rules and regulation, or adopt ones, which could materially increase our compliance
cost, change the relevant industry landscape, or cause significant changes to our business operations in China. In addition, the PRC
regulatory system is based in part on government policies and internal guidance, some of which are not published on a timely basis, or
at all, and some of which may even have a retroactive effect. We may not be aware of all non-compliance incidents at all times, and we
may face regulatory investigation, fines and other penalties as a consequence. As a result of the changes in the industrial policies
of the PRC government, including the amendment to and/or enforcement of the related laws and regulations, companies with China-based
operations, including us, and the industries in which we operate, face significant compliance and operational risks and uncertainties.
For example, on July 24, 2021, Chinese state media, including Xinhua News Agency and China Central Television, announced a broad
set of reforms targeting private education companies providing after-school tutoring services and prohibiting foreign investments in
institutions providing such after-school tutoring services. As a result, the market value of certain U.S. listed companies with China-based
operations in the affected sectors declined substantially. As of the date of this prospectus, we are not aware of any similar regulations
that may be adopted to significantly curtail our business operations in China. However, if such other adverse regulations or policies
are adopted in China, our operations in China will be materially and adversely affected, which may significantly disrupt our operations
and adversely affect our business.
We may be subject to anti-monopoly concerns
as a result of our doing business in China.
Article 3 of Anti-Monopoly
Law of the People's Republic of China (the “Anti-Monopoly Law”) prohibits "monopolistic practices," which include:
a) the conclusion of monopoly agreements between operators; b) the abuse of dominant market position by operators; and c) concentration
of undertakings which has or may have the effect of eliminating or restricting market competition. Also, according to Article 19
of the Anti-Monopoly Law, the operator(s) will be assumed to have a dominant market position if it has following situation: a) an
operator has 50% or higher market share in a relevant market; b) two operators have 66% or higher market share in a relevant market;
or c) three operators have 75% or higher market share in a relevant market. We believe none of our subsidiaries in China has engaged
in any monopolistic practices in China, and that recent statements and regulatory actions by the Chinese government do not impact our
ability to conduct business, accept foreign investments, or list on an U.S. or other foreign stock exchange. However, there can be no
assurance that regulators in China will not promulgate new laws and regulations or adopt new series of regulatory actions which may require
our Chinese subsidiaries to meet new requirements on the issues mentioned above.
Rules and regulations in China can
change quickly with little advance notice, creating substantial uncertainty. Changes in the PRC legal system may adversely affect our
business and operation.
Our business operations are
conducted in the PRC and therefore regulated by the laws and regulations of the PRC. The PRC legal system is based on the written statutes
and involves a unified, multilevel legislative system. The National People’s Congress (the “NPC”) and its Standing
Committee exercise the state power to make laws. The NPC enacts and amends basic laws pertaining to criminal offences, civil affairs,
state organs and other matters. The Standing Committee enacts and amends all laws except for basic laws that should be enacted by the
NPC. When the NPC is not in session, its Standing Committee may partially supplement and revise laws enacted by the NPC, provided that
the changes do not contravene the laws’ basic principles. Generally, the PRC laws will go through specific legislative procedures
before being promulgated. The legislative authority may propose a bill and then the bill shall be deliberated three times before being
voted. However, administrative regulations are formulated by the State Council which reports them to the NPC. The administration regulations
are often promulgated with little advance notice, which results in a lack of predictability, and substantial uncertainty. Moreover, the
uncertainties may fundamentally impact the development of one or more specific industries and in extreme cases result in the termination
of certain businesses. For example, the Opinions on Further Easing the Burden of Excessive Homework and After-School Tutoring for Students
Undergoing Compulsory Education, known as “double reduction” education policy, was promulgated by General Office of the CPC
Central Committee and General Office of the State Council on July 24, 2021. The “double reduction” education policy
comes into effective immediately and has posed a significant impact on the education and training industries, as well as those China-based
companies listed in the United States. The resulting unpredictable could materially and adversely affects the market value and the operation
of the businesses affected.
Furthermore, the PRC administrative
authorities and courts have the power to interpret and implement or enforce statutory rules and contractual terms at their reasonable
discretion which makes the business environment much more complicated and unpredictable. It is difficult to predict the outcome of the
administrative and court proceedings. The uncertainties may affect our assessments of the relevance of legal requirements, and our business
decisions. Such uncertainties may result in substantial operating expenses and costs. Should there were any investigations, arbitrations
or litigation with respect to our alleged non-compliance with statutory rules and contractual terms, the management team could be
distracted from our primary business considerations, and therefore such a circumstance could materially and adversely affect our business
and results of operations. We cannot predict future developments relating to the laws, regulations and rules in the PRC. We may
be required to procure additional permits, authorizations and approvals for our operations, which we may not be able to obtain. Our failure
to obtain such permits, authorizations and approvals may materially and adversely affect our business, financial condition and the results
of operations.
NOTE REGARDING FORWARD-LOOKING
STATEMENTS
Some of the information in
this prospectus, any prospectus supplement, and the documents we incorporate by reference contains forward-looking statements within
the meaning of the federal securities laws. You should not rely on forward-looking statements in this prospectus, any prospectus supplement,
or the documents we incorporate by reference. Forward-looking statements typically are identified by use of terms such as “anticipate,”
“believe,” “plan,” “expect,” “future,” “intend,” “may,” “will,”
“should,” “estimate,” “predict,” “potential,” “continue,” and similar words,
although some forward-looking statements are expressed differently. This prospectus, any prospectus supplement, and the documents we
incorporate by reference may also contain forward-looking statements attributed to third parties relating to their estimates regarding
the growth of our markets. All forward-looking statements address matters that involve risks and uncertainties, and there are many important
risks, uncertainties and other factors that could cause our actual results, as well as those of the markets we serve, levels of activity,
performance, achievements and prospects to differ materially from the forward-looking statements contained in this prospectus, any prospectus
supplement, and the documents we incorporate by reference. You should also consider carefully the statements under “Risk Factors”
and other sections of this prospectus, any prospectus supplement, and the documents we incorporate by reference, which address additional
facts that could cause our actual results to differ from those set forth in the forward-looking statements. We caution investors not
to place significant reliance on the forward-looking statements contained in this prospectus, any prospectus supplement, and the documents
we incorporate by reference. We undertake no obligation to publicly update or review any forward-looking statements, whether as a result
of new information, future developments or otherwise.
THE OFFERING
Ordinary Shares underlying Warrants
offered by the Selling Shareholders |
1,833,334 |
|
|
Ordinary
Shares to Be Outstanding After This Offering |
14,893,984(1) (assumes the full exercise of the
Warrants). |
|
|
Use of Proceeds |
We will receive proceeds from any exercises
of the above warrants, but not from the sale of the underlying ordinary shares. |
|
|
Risk Factors |
Investing in our securities involves significant
risks. Please read the information contained in or incorporated by reference under the heading “Risk Factors” beginning
on page S-5 of this prospectus supplement, and under similar headings in other documents filed after the date hereof and incorporated
by reference into this prospectus supplement and the accompanying prospectus. |
|
|
Nasdaq Market Symbol |
AEHL |
(1) The number of ordinary shares to be
outstanding after this offering is based on 13,060,650 ordinary shares outstanding as of February 3, 2023 and excludes, as of that
date:
|
· |
166,667 ordinary shares issuable upon the exercise of the warrants
issuable to the placement agent in connection with the registered direct offering that closed in October 2022. |
|
|
|
|
· |
1,867,599 ordinary shares issuable upon the exercise of outstanding
warrants with a weighted average price of $4.14; and |
|
|
|
|
· |
up to an aggregate of 305,157 ordinary shares reserved for future issuance
under our equity incentive plans. |
|
|
|
CAPITALIZATION AND INDEBTNESS
The following table sets
forth our capitalization as of June 30, 2022:
|
· |
on an as adjusted basis to give effect to (i) the issuance of
1,666,667 ordinary shares on October 4, 2022 in a shelf takedown offering for net proceeds of $830,000, (ii) the issuance
of 1,625,000 ordinary shares on January 12, 2023 in a private placement transaction for net proceeds of $1,300,000, (iii) the
issuance of 1,234,568 ordinary shares on January 17, 2023, in a private placement transaction for net proceeds of $992,000,
(iv) the issuance of 2,428,745 ordinary shares to the Company’s directors, employees and consultant from July 1,
2022 to the date of this prospectus; and |
|
· |
on an as further adjusted basis to give effect to the full issuance
of the 1,750,000 shares upon exercise of the Warrants. |
You should read the following
table in conjunction with our financial statements, which are incorporated by reference into this prospectus:
| |
As of June 30,
2022 | |
| |
| | |
| | |
As Further | |
| |
| | |
As Adjusted | | |
Adjusted | |
| |
Actual | | |
(unaudited) | | |
(unaudited) | |
| |
RMB | | |
RMB | | |
RMB | |
Shareholders’ Equity | |
| | | |
| | | |
| | |
Ordinary shares, $0.024 par value, 50,000,000 shares
authorized, 6,108,329 shares issued and outstanding, actual, and 13,063,309 shares issued and outstanding, pro forma as adjusted,
and 14,813,309 shares issued and outstanding, pro forma as further adjusted | |
| 6,108,239 | | |
| 13,063,309 | | |
| 14,813,309 | |
Par Value Amount | |
| 964,279 | | |
| 2,082,323 | | |
| 2,363,643 | |
Additional paid-in capital | |
| 499,322,888 | | |
| 530,360,504 | | |
| 539,651,887 | |
| |
| | | |
| | | |
| | |
Statutory reserves | |
| 135,343,158 | | |
| 135,343,158 | | |
| 135,343,158 | |
Accumulated deficit | |
| (612,154,845 | ) | |
| (610,385,842 | ) | |
| (610,385,842 | ) |
Accumulated other comprehensive income | |
| (809,641 | ) | |
| (809,641 | ) | |
| (809,641 | ) |
Total shareholders’ equity | |
| 22,665,839 | | |
| 56,590,502 | | |
| 66,163,205 | |
Noncontrolling interest | |
| 4,732,546 | | |
| 4,732,546 | | |
| 4,732,546 | |
Total Equity | |
$ | 27,398,385 | | |
$ | 61,323,048 | | |
$ | 70,895,751 | |
DILUTION
Because the Selling Shareholder may offer and
sell the ordinary shares covered by this prospectus at various times, at prices and at terms then prevailing or at prices related to
the then current market price, or in negotiated transactions, we have not included in this prospectus information about the dilution
(if any) to the public arising from these sales.
USE OF PROCEEDS
We will receive proceeds
from any exercises of the Warrants, but not from the sale of the underlying common stock. The selling shareholders will receive all of
the net proceeds from the sale of any shares offered by them under this prospectus. The selling shareholders will pay any underwriting
discounts and commissions and expenses incurred by the selling shareholders for brokerage, accounting, tax, legal services or any other
expenses incurred by the selling shareholders in disposing of these shares. We will bear all other costs, fees and expenses incurred
in effecting the registration of the Shares covered by this prospectus.
DIVIDEND POLICY
We paid a cash dividend of
US$0.10 (equivalent to RMB0.61) per share each on August 13, 2013 and January 14, 2014, respectively, to our shareholders which
totaled in aggregate US$4.1 million (equivalent to RMB24.9 million). Also, we paid a cash dividend of US$0.0125 (equivalent to RMB0.08)
per share each on August 14, 2014 and January 14, 2015, respectively, to its shareholders which totaled in aggregate US$0.5
million (equivalent to RMB3.2 million).
We do not currently have
any plans to pay any cash dividends in the foreseeable future on our shares being sold in this offering. We currently intend to retain
most, if not all, of our available funds and any future earnings to operate and expand our business. The payment of dividends by entities
organized in China is subject to limitations. Regulations in the PRC currently permit payment of dividends only out of accumulated profits
as determined in accordance with PRC accounting standards and regulations. Each of our Chinese subsidiaries is also required to set aside
at least 10% of its after-tax profit based on China’s accounting standards each year to its general reserves until the cumulative
amount of such reserves reach 50% of its registered capital. These reserves are not distributable as cash dividends. The board of directors
of our PRC subsidiaries, each of which is a wholly foreign owned enterprise, has the discretion to allocate a portion of its after-tax
profits to its staff welfare and bonus funds, which is likewise not distributable to its equity owners except in the event of a liquidation
of the foreign-invested enterprise. If we decide to pay dividends in the future, these restrictions may impede our ability to pay dividends.
In addition, if any of these Chinese entities incurs debt on its own behalf in the future, the instruments governing the debt may restrict
its ability to pay dividends or make other distributions to us. Our Board of Directors has discretion on whether to pay dividends. Even
if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings,
capital requirements and surplus, general financial condition, contractual restrictions and other factors that our board of directors
may deem relevant.
CASH TRANSFERS WITHIN OUR ORGANIZATION
During each of the fiscal
years ended December 31, 2019, 2020 and 2021, as well as during the period from January 1, 2022 through June 30, 2022,
the only transfer of assets among Antelope Enterprise and its subsidiaries have consisted of cash. During that same period, there have
been no distributions, dividends or loans extended by any of our direct or indirectly held subsidiaries to Antelope Enterprise. During
that same period Antelope Enterprise has not declared any dividends or made any distributions to its shareholders.
Antelope Enterprise routinely
provides cash to its subsidiaries either by way of capital contribution or by way of loan.
Antelope Enterprise is a
holding company incorporated in the British Virgin Islands, and we do not have any substantive operations other than indirectly holding
the equity interest in our operating subsidiaries in China. Antelope Enterprise relies on dividends paid by our Hong Kong and Chinese
subsidiaries and capital raised from the sale of our securities to satisfy our cash needs. The payment of dividends to Antelope Enterprise
by our Chinese subsidiaries is effected by means of dividends by those entities to their Hong Kong direct parent and a redividend by
that Hong Kong entity to Antelope Enterprise. Such dividends are effected by resolution of the board of directors of each such entity
(after provision for applicable tax obligations).
China is a foreign exchange
administration country. Capital injections, cross-border trade and services transactions settled in foreign exchange, overseas financing
and profit repatriations are subject to the foreign exchange administration regulations. The Authority dealing with foreign exchange
in China is the State Administration of Foreign Exchange (SAFE) and its local branches. A Chinese subsidiary owned by a foreign company
must apply for registration of foreign exchange with the SAFE after the issuance of a business license and obtain a foreign exchange
registration certificate. When the Chinese subsidiaries apply to repatriate dividends to foreign shareholders, they must submit the application
form to SAFE with the proof that such dividends have been subjected to all applicable tax withholding. A Chinese subsidiary can only
distribute dividends out of its accumulated profits, which means that any accumulated losses must be more than offset by its profits
in other years, including the current year.
The cash transfers within the organization during
the above-referenced periods were as follows:
For The Period From January 1, 2022 through June
30, 2022
|
Company
(Wire
transfer from) |
Company
(Wire
transfer to) |
Amount
(RMB) |
Equivalent
to
amount
(USD) |
Purpose |
Asset
Type |
Success
Winner Limited |
Antelope
Enterprise Holdings Limited |
2,342,235 |
350,000 |
Working
capital loan to direct subsidiary |
Cash |
|
Stand
Best Creation Limited |
6,692,100 |
1,000,000 |
Working
capital loan to direct subsidiary |
Cash |
Antelope
Enterprise (HK) Holdings Limited |
Antelope
Future (Yangpu) Investment Co., Ltd |
1,300,000 |
194,259 |
Capital
injection to direct subsidiary |
Cash |
Antelope
Future (Yangpu) Investment Co., Ltd |
Antelope
Ruicheng Investment (Hainan) Co., Ltd |
1,290,000 |
192,764 |
Capital
injection to direct subsidiary |
Cash |
Antelope
Ruicheng Investment (Hainan) Co., Ltd |
Hainan
Kylin Cloud Services Technology Co., Ltd |
1,275,000 |
190,523 |
Capital
injection to direct subsidiary |
Cash |
For The Year
2021 |
Company
(Wire
transfer from) |
Company
(Wire
transfer to) |
Amount
(RMB) |
Equivalent
to
amount
(USD) |
Purpose |
Asset
Type |
Antelope
Enterprise Holdings Limited |
Success
Winner Limited |
22,516,296 |
3,480,000 |
Working
capital loan to direct subsidiary |
Cash |
|
Vast
Elite Limited |
8,475,962 |
1,310,000 |
Working
capital loan to direct subsidiary |
Cash |
Success
Winner Limited |
Antelope
Enterprise (HK) Holdings Limited |
4,852,650 |
750,000 |
Working
capital loan to direct subsidiary |
Cash |
|
Stand
Best Creation Limited |
6,664,306 |
1,030,000 |
Working
capital loan to direct subsidiary |
Cash |
Antelope
Enterprise (HK) Holdings Limited |
Antelope
Holdings (Chengdu) Co., Ltd |
4,852,650 |
750,000 |
Capital
injection to direct subsidiary |
Cash |
Vast
Elite Limited |
Chengdu
Future Talented Management and Consulting Co., Ltd |
3,235,100 |
500,000 |
Capital
contribution to direct subsidiary |
Cash |
Jiangxi
Hengdali Ceramics Materials Co., Ltd |
Jinjiang
Hengda Ceramics Co, Ltd |
7,000,000 |
1,081,883 |
Loan
repayment to direct holding company |
Cash |
For the
year 2020 |
Company
(Wire
transfer from) |
Company
(Wire
transfer to) |
Amount
(RMB) |
Equivalent
to
amount
(USD) |
Purpose |
Asset
type |
Antelope
Enterprise Holdings Limited |
Success
Winner Limited |
7,028,476 |
1,018,000 |
Working
capital loan to direct subsidiary |
Cash |
|
Vast
Elite Limited |
10,013,161 |
1,450,300 |
Working
capital loan to direct subsidiary |
Cash |
Success
Winner Limited |
Antelope
Enterprise (HK) Holdings Limited |
3,455,552 |
500,500 |
Working
capital loan to direct subsidiary |
Cash |
|
Stand
Best Creation Limited |
3,935,394 |
570,000 |
Working
capital loan to direct subsidiary |
Cash |
Antelope
Enterprise (HK) Holdings Limited |
Success
Winner Limited |
3,452,100 |
500,000 |
Return
excessed working capital to direct holding company |
Cash |
Vast
Elite Limited |
Chengdu
Future Talented Management and consulting Co., Ltd |
696,752 |
100,917 |
Capital
contribution to direct subsidiary |
Cash |
For the
year 2019 |
Company
(Wire
transfer from) |
Company
(Wire
transfer to) |
Amount
(RMB) |
Equivalent
to
amount
(USD) |
Purpose |
Asset
type |
Antelope
Enterprise Holdings Limited |
Stand
Best Creation Limited |
7,919,743 |
1,146,443 |
Working
capital loan to subsidiary |
Cash |
Stand
Best Creation Limited |
Success
Winner Limited |
3,476,371 |
503,231 |
Working
capital loan to direct holding company |
Cash |
Success
Winner Limited |
Vast
Elite Limited |
2,764,622 |
400,200 |
Working
capital loan to direct subsidiary |
Cash |
The enforceability and treatment
of the intercompany agreements within our organization, including the intercompany loan agreements described above used in connection
with intercompany cash transfers, have not been tested in court. For further information regarding cash transfers within our organization
please see our Consolidated Financial Statements for the years ended December 31, 2021, 2020 and 2019, and the information on segment
reporting in the notes thereto, located in our Annual Report on Form 20-F for the fiscal year ended December 31, 2021 filed
with the SEC on May 2, 2022.
SELLING SHAREHOLDERS
This prospectus covers the
public resale of the Shares owned by the selling shareholders named below. Such selling shareholders may from time to time offer and
sell pursuant to this prospectus any or all of the Shares owned by them. The selling shareholders, however, make no representations that
the Shares will be offered for sale. The tables below present information regarding the selling shareholders and the Shares that each
such selling shareholder may offer and sell from time to time under this prospectus.
Unless otherwise indicated,
all information with respect to ownership of our Shares of the selling shareholders has been furnished by or on behalf of the selling
shareholders and is as of January 18, 2023. We believe, based on information supplied by the selling shareholders, that except as
may otherwise be indicated in the footnotes to the tables below, the selling shareholders have sole voting and dispositive power with
respect to the Shares reported as beneficially owned by them. Because the selling shareholders identified in the tables may sell some
or all of the Shares owned by them which are included in this prospectus, and because, except as set forth herein, there are currently
no agreements, arrangements or understandings with respect to the sale of any of the Shares, no estimate can be given as to the number
of Shares available for resale hereby that will be held by the selling shareholders upon termination of this offering. In addition, the
selling shareholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time
and from time to time, the Shares they hold in transactions exempt from the registration requirements of the Securities Act after the
date on which they provided the information set forth on the table below. We have, therefore, assumed for the purposes of the following
table, that the selling shareholders will sell all of the Shares owned beneficially by them that are covered by this prospectus, but
will not sell any other Ordinary Shares that they presently own. However, we are not aware of any agreements, arrangements or understandings
with respect to the sale of any of the Shares by any of the selling shareholders. Beneficial ownership for the purposes of this table
is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial
owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition
thereof or has the right to acquire such powers within 60 days.
The selling shareholders
and intermediaries through whom such securities are sold may be deemed “underwriters” within the meaning of the Securities
Act with respect to the Shares offered by this prospectus, and any profits realized or commissions received may be deemed underwriting
compensation. Additional selling shareholders not named in this prospectus will not be able to use this prospectus for resales until
they are named in the tables above by prospectus supplement or post-effective amendment. Transferees, successors and donees of identified
selling shareholders will not be able to use this prospectus for resales until they are named in the tables above by prospectus supplement
or post-effective amendment. If required, we will add transferees, successors and donees by prospectus supplement in instances where
the transferee, successor or donee has acquired its Shares from holders named in this prospectus after the effective date of this prospectus.
The following table sets forth:
|
· |
the name of each selling shareholder holding Shares; |
|
|
|
|
· |
the number of Shares beneficially owned by each selling shareholder
prior to the sale of the Shares covered by this prospectus; |
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|
|
|
· |
the number of Shares that may be offered by each selling shareholder
pursuant to this prospectus; |
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|
|
|
· |
the number of Shares to be beneficially owned by each selling shareholder
following the sale of the Shares covered by this prospectus; and |
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|
|
|
· |
the percentage of our issued and outstanding Shares to be owned by
each selling shareholder before and after the sale of the Shares covered by this prospectus. |
Name of Selling Shareholder | |
Number of Shares
Beneficially Owned Prior to this Offering | | |
Maximum Number of
Shares to be Sold Pursuant to this Prospectus | | |
Number of Shares
Beneficially Owned After Sale of Shares | | |
% of Outstanding
Shares Beneficially Owned After Sale of Shares | |
Dawson James Securities, Inc. (1) | |
| 373,563 | | |
| 89,167 | | |
| 284,396 | | |
| 1.90 | % |
Intracoastal Capital, LLC (2) | |
| 1,156,068 | | |
| 555,555 | | |
| 600,513 | | |
| 4.03 | % |
R. Douglas Armstrong (3) | |
| 96,708 | | |
| 23,750 | | |
| 72,958 | | |
| * | |
Robert D. Keyser, Jr. (4) | |
| 1,581,383 | | |
| 1,296,987 | | |
| 284,396 | | |
| 1.90 | % |
Sixth Borough Capital Fund LP (5) | |
| 1,111,112 | | |
| 1,111,112 | | |
| 0 | | |
| - | |
(1) |
The total number of shares reflects (i) 89,167 ordinary shares
issuable upon exercise of the Investor Warrants held by Dawson James Securities, Inc. (“Dawson James”) and (ii)
284,396 ordinary shares issuable upon exericise of the warrants held by Dawson James. Mr. Robert D. Keyser, Jr. is the
CEO of Dawson James and has the voting control and investment discretion over the securities reported herein that are held by Dawson
James. The address of Dawson James is 101 N Federal Hwy, Suite 600, Boca Raton, FL, 33432 |
|
|
(2) |
Mitchell P. Kopin (“Mr. Kopin”) and Daniel B.
Asher (“Mr. Asher”), each of whom are managers of Intracoastal Capital LLC (“Intracoastal”), have shared
voting control and investment discretion over the securities reported herein that are held by Intracoastal. As a result, each of
Mr. Kopin and Mr. Asher may be deemed to have beneficial ownership (as determined under Section 13(d) of the
Securities Exchange Act of 1934, as amended of the securities reported herein that are held by Intracoastal. The address of the selling
shareholder is 245 Palm Trail, Delray Beach, FL 33483. |
|
|
(3) |
The total number of shares reflects (i) 23,750 ordinary shares
issuable upon exercise of the Placement Agent Warrants held by R. Douglas Armstrong (“Mr. Armstrong”) and (ii) 72,958
ordinary shares issuable upon exericise of the warrants held by Mr. Armstrong. The address of the selling shareholder is is 570 Ocean
Dr., Apt 201, Juno Beach, FL, 33408. |
|
|
(4) |
The total number of shares reflects (i) 23,750 ordinary shares
issuable upon exercise of the Placement Agent Warrants held by Mr. Robert D. Keyser, Jr. (Mr. Keyser”), (ii) 72,958
ordinary shares issuable upon exericise of the warrants held by Mr. Keyser, (iii) 373,563 ordinary shares issuable upon exercise
of the warrants held by Dawson James, of which Mr. Keyser has sole dispositive voting power, (iv) 1,111,112 ordinary shares issuable
upon exercise of the Investor Warrants held by by Sixth Borough Capital Fund LP (“Six Borough”), of which Mr. Keyser
has sole dispositive voting. Mr. Keyser’s address is 2973 NE 7th Dr, Boca Raton, FL, 33431. |
|
|
(1) |
Sixth Borough holds 1,111,112 ordinary shares issuable upon exercise
of the Investor Warrants. Mr. Robert D. Keyser, Jr. is the CEO of Sixth Borough and has the voting control and investment
discretion over the securities reported herein that are held by Six Borough. The address of the selling shareholder is 1515 N. Federal
Highway, Suite 300, Boca Raton, FL 33432. |
PLAN OF DISTRIBUTION
The selling shareholders,
which as used herein includes donees, pledgees, transferees or other successors-in-interest selling Shares or interests in Shares received
after the date of this prospectus from a selling shareholder as a gift, pledge, partnership distribution or other transfer, may, from
time to time, sell, transfer or otherwise dispose of any or all of the Shares on any stock exchange, market or trading facility on which
the Shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time
of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.
The selling shareholders may use any one or more
of the following methods when disposing of Shares:
|
· |
ordinary brokerage
transactions and transactions in which the broker-dealer solicits purchasers; |
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|
· |
block trades in which the
broker-dealer will attempt to sell the Shares as agent, but may position and resell a portion of the block as principal to facilitate
the transaction; |
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|
· |
purchases by a broker-dealer
as principal and resale by the broker-dealer for its account; |
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|
· |
an exchange distribution
in accordance with the rules of the applicable exchange; |
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|
· |
privately negotiated transactions; |
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|
· |
short sales effected after
the date the registration statement of which this prospectus is a part is declared effective by the SEC; |
|
· |
through the
writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
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|
|
|
· |
broker-dealers may agree
with the selling shareholders to sell a specified number of such Shares at a stipulated price per share; |
|
|
|
|
· |
a combination of any such
methods of sale; and |
|
|
|
|
· |
any other method permitted
by applicable law. |
The selling shareholders
may, from time to time, pledge or grant a security interest in some or all of the Shares owned by them and, if they default in the performance
of their secured obligations, the pledgees or secured parties may offer and sell the Shares, from time to time, under this prospectus,
or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending
the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this
prospectus. The selling shareholders also may transfer the Shares in other circumstances, in which case the transferees, pledgees or
other successors in interest will be the selling beneficial owners for purposes of this prospectus.
In connection with the sale
of their Shares or interests therein, the selling shareholders may enter into hedging transactions with broker-dealers or other financial
institutions, which may in turn engage in short sales of such Shares in the course of hedging the positions they assume. The selling
shareholders may also sell Shares short and deliver these securities to close out their short positions, or loan or pledge the Shares
to broker-dealers that in turn may sell these securities. The selling shareholders may also enter into option or other transactions with
broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such
broker-dealer or other financial institution of the Shares offered by this prospectus, which shares such broker-dealer or other financial
institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The aggregate proceeds to
the selling shareholders from the sale of the Shares offered by them will be the purchase price of such Shares less discounts or commissions,
if any. Each of the selling shareholders reserves the right to accept and, together with their agents from time to time, to reject, in
whole or in part, any proposed purchase of ordinary shares to be made directly or through agents. We will not receive any of the proceeds
from the resale of the Shares.
The selling shareholders
also may resell all or a portion of their Ordinary Shares in open market transactions in reliance upon Rule 144 under the Securities
Act, provided that they meet the criteria and conform to the requirements of that rule.
The selling shareholders
and any underwriters, broker-dealers or agents that participate in the sale of the Shares therein may be “underwriters” within
the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of
the Ordinary Shares may be underwriting discounts and commissions under the Securities Act. Selling shareholders who are “underwriters”
within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities
Act.
To the extent required, the
Shares to be sold, the names of the selling shareholders, the respective purchase prices and public offering prices, the names of any
agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying
prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.
In order to comply with the
securities laws of some states, if applicable, the Shares may be sold in these jurisdictions only through registered or licensed brokers
or dealers. In addition, in some states the Shares may not be sold unless it has been registered or qualified for sale or an exemption
from registration or qualification requirements is available and is complied with.
We have advised the selling
shareholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of Shares in the market
and to the activities of the selling shareholders and their affiliates. In addition, to the extent applicable, we will make copies of
this prospectus (as it may be supplemented or amended from time to time) available to the selling shareholders for the purpose of satisfying
the prospectus delivery requirements of the Securities Act. The selling shareholders may indemnify any broker-dealer that participates
in transactions involving the sale of the Shares against certain liabilities, including liabilities arising under the Securities Act.
We have agreed to indemnify the selling shareholders against liabilities, including liabilities under the Securities Act and state securities
laws, relating to the registration of the Ordinary Shares offered by this prospectus.
EXPENSES
We estimate the fees and
expenses to be incurred by us in connection with the resale of the ordinary shares in this offering, other than underwriting discounts
and commissions, to be as follows:
SEC registration fee | |
$ | 165 | |
Legal fees and expenses | |
$ | 25,000 | |
Accounting fees and expenses | |
$ | 5,000 | |
Miscellaneous expenses | |
$ | 2,000 | |
Total | |
$ | 32,165 | |
All amounts are estimated except the SEC registration
fee.
LEGAL MATTERS
We are being represented
by Hunter Taubman Fisher & Li LLC, New York, NY with respect to legal matters arising under the United States federal securities
laws. The validity of the shares offered in this offering and legal matters as to British Virgin Islands law will be passed upon for
us by Harney Westwood & Riegels.
EXPERTS
The financial statements
incorporated by reference in this prospectus have been audited by Centurion ZD CPA & Co., our independent registered public
accounting firm, and are included in reliance upon such reports given upon the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE
INFORMATION
For the purposes of this
section, the term registration statement means the original registration statement and any and all amendments including the schedules
and exhibits to the original registration statement or any amendment. This prospectus does not contain all of the information included
in the registration statement we filed. For further information regarding us and the Shares offered in this prospectus, you may desire
to review the full registration statement, including the exhibits. You may obtain information on the operation of the public reference
room by calling 1-202-551-8090. Copies of such materials are also available by mail from the Public Reference Branch of the SEC at 100
F Street, N.E., Washington, D.C. 20549 at prescribed rates. In addition, the SEC maintains a website (http://www.sec.gov) from
which interested persons can electronically access the registration statement, including the exhibits and schedules to the registration
statement.
We are subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are applicable to a foreign private
issuer. In accordance with the Exchange Act, we file reports with the SEC, including annual reports on Form 20-F. We also furnish
to the SEC under cover of Form 6-K material information required to be made public in the British Virgin Islands, filed with and
made public by any stock exchange or automated quotation system or distributed by us to our shareholders. As a foreign private issuer,
we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders.
In addition, our officers, directors and principal shareholders are exempt from the “short-swing profits” reporting and liability
provisions contained in Section 16 of the Exchange Act and related Exchange Act rules.
INCORPORATION OF CERTAIN
INFORMATION BY REFERENCE
The SEC allows us to “incorporate
by reference” the information we file with them. This means that we can disclose important information to you by referring you
to those documents. Each document incorporated by reference is current only as of the date of such document, and the incorporation by
reference of such documents should not create any implication that there has been no change in our affairs since the date thereof or
that the information contained therein is current as of any time subsequent to its date. The information incorporated by reference is
considered to be a part of this prospectus and should be read with the same care. When we update the information contained in documents
that have been incorporated by reference by making future filings with the SEC, the information incorporated by reference in this prospectus
is considered to be automatically updated and superseded. In other words, in the case of a conflict or inconsistency between information
contained in this prospectus and information incorporated by reference into this prospectus, you should rely on the information contained
in the document that was filed later.
We incorporate by reference
the documents listed below:
|
· |
our
Annual Report on Form 20-F for the fiscal year ended December 31, 2021 filed with the SEC on May 2, 2022; and |
|
|
|
|
· |
the Company’s Current Reports on Form 6-K, as amended, filed
with the SEC on June 24,
2022, July 26,
2022, September 14,
2022, September 20,
2022, September 26,
2022, September 29,
2022, September 30,
2022, October 5,
2022, October 11,
2022, October 19,
2022, November 3,
2022, December 1,
2022, December 13,
2022, January 5,
2023, January
5, 2023, January 12,
2023, January 17,
2023. |
Unless expressly incorporated
by reference, nothing in this prospectus shall be deemed to incorporate by reference information furnished to, but not filed with, the
SEC. We will provide to each person, including any beneficial owner, who receives a copy of this prospectus, upon written or oral request,
without charge, a copy of any or all of the documents we refer to above which we have incorporated by reference in this prospectus, except
for exhibits to such documents unless the exhibits are specifically incorporated by reference into this prospectus. You should direct
your requests to the attention of our chief financial officer at our principal executive office located in Room 1802, Block D, Zhonghai
International Center, Hi-Tech Zone, Chengdu, Sichuan, PRC. Our telephone number at this address is +86 (28) 8532 4355.
You should rely only on the
information contained or incorporated by reference in this prospectus, in any applicable prospectus supplement or any related free writing
prospectus that we may authorize to be delivered to you. We have not authorized any other person to provide you with different information.
If anyone provides you with different or inconsistent information, you should not rely on it. We will not make an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus,
the applicable supplement to this prospectus or in any related free writing prospectus is accurate as of its respective date, and that
any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate
otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates.
ENFORCEABILITY OF CIVIL
LIABILITIES
Many of our officers and
directors, and some of the experts named in this prospectus, are residents of PRC or elsewhere outside of the U.S., and all of our assets
and the assets of such persons are located outside the U.S. As a result, it may be difficult for investors in the U.S. to effect service
of process within the U.S. upon such directors, officers and representatives of experts who are not residents of the U.S. or to enforce
against them judgments of a U.S. court predicated solely upon civil liability under U.S. federal securities laws or the securities laws
of any state within the U.S.
Substantially all of our
operations and records, and most of our senior management are located in the PRC. Our shareholders have limited ability to assert and
collect on claims in litigation against us and our principals. In addition, corporate organization and structure could further impede
the ability of a person to prove a claim or collect on a judgment against the Company. Finally, China has very restrictive secrecy laws
that prohibit the delivery of many of the financial records maintained by a business located in China to third parties absent Chinese
government approval. Since discovery is an important part of proving a claim in litigation, and since most if not all of the Company’s
records are in China, Chinese secrecy laws could frustrate efforts to prove a claim against the Company or its management. In order to
commence litigation in the United States against an individual such as an officer or director, that individual must be served. While
directors and officers of a Delaware corporation are routinely served for purposes of a suit against them in Delaware for breach of fiduciary
duty and there are means of serving individuals who reside outside the United States in other litigation, generally service requires
the cooperation of the country in which a defendant resides. China has a history of failing to cooperate in efforts to effect such service
upon Chinese citizens in China. These and other similar PRC laws and regulations could substantially impair our shareholders abilities
to investigate and prosecute claims against our Company, our officers and our directors.
DISCLOSURE OF COMMISSION
POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the ordinary shares being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue.
Prospectus
1,833,334 ordinary shares
issuable upon exercise of outstanding
warrants sold in private placements,
offered by the Selling Shareholders
of
Antelope Enterprise Holdings, Ltd.
PROSPECTUS
February 16, 2023
You should rely only on the information contained
in this prospectus. No dealer, salesperson or other person is authorized to give information that is not contained in this prospectus.
This prospectus is not an offer to sell nor is it seeking an offer to buy these securities in any jurisdiction where the offer or sale
is not permitted. The information contained in this prospectus is correct only as of the date of this prospectus, regardless of the time
of the delivery of this prospectus or the sale of these securities.
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